|Board Organisation and Effectiveness Committee|
The purpose of this ILA committee is to provide guidance on the organisation and effectiveness of the board.
The guidance is not intended to be prescriptive but rather it is intended to stimulate boards' thinking on how they might carry out their leadership role more effectively. Boards need to think deeply about the way in which they carry out their role and the behaviours that they display, not just about the structures and processes that they put in place. Ultimately, of course, it is for individual boards to decide on the organisation and governance arrangements most appropriate to their circumstances and to interpret this guidance accordingly.
This guidance will cover six main areas:
- The effective board including the role of the chairman, the role of executive directors, the role of non-executive directors;
- Committee structures and functioning e.g., role, reporting, liability, composition etc. – board level (audit, remuneration, nomination and governance) and key operating committees (risk, valuation etc.);
- Board composition, remuneration* and succession planning* including evaluating the performance of the board and directors;
*Remuneration and succession planning would extend beyond the board to a review of CEO/senior management remuneration, performance and succession planning;
- Decision-making - well-informed and high-quality decision-making is a critical requirement for a board to be effective;
- Board information – the presentation of high-quality information and documentation to the Board;
- Relations with shareholders e.g., communication of a company's governance.
Guidance is already available on some of these topics e.g., audit and remuneration committee guidance, board evaluation forms. Given the important role of the Company Secretary in ensuring board effectiveness, the group will work in close collaboration with the ILA Company Secretary Committee.
Particular topics on which the committee will focus its attention in the coming months include:
- aligning corporate governance and culture
- effective use of board committees;
- decision-making and issues of bias;
- board tenure;
- reporting on governance in directors' reports.
It is intended that this guidance, as it is developed, will provide a useful tool for boards and their advisers.